Exhibit 4.6a
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
July 26, 2001, by and between MAXCOR FINANCIAL GROUP INC., a Delaware
corporation formerly known as Financial Services Acquisition Corporation (the
"Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent
(the "Rights Agent"). This Amendment amends the Rights Agreement (the "Rights
Agreement"), dated as of December 6, 1996, by and between the Company and the
Rights Agent. Capitalized terms used in this Amendment without definition shall
have the meanings ascribed to such terms in the Rights Agreement.
W I T N E S S E T H:
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WHEREAS, Section 27 of the Rights Agreement provides, among other
things, that the Company may, prior to the Distribution Date, and the Rights
Agent shall if the Company so directs, supplement or amend any provision of the
Rights Agreement without the approval of any holders of certificates
representing shares of Common Stock in accordance with the provisions of said
Section 27;
WHEREAS, no Distribution Date has as yet occurred and, in accordance
with Section 27 of the Rights Agreement, an officer of the Company has delivered
a certificate as to the compliance of this Amendment with said Section 27; and
WHEREAS, the Company, by resolution duly approved and adopted by its
Board of Directors, deems it in the best interests of the Company and its
stockholders to amend the Rights Agreement to change the definition of the term
"Acquiring Person" contained therein so as to permit the Company's Chief
Executive Officer (who has, as a result of stock repurchases made by the Company
through the date of this Amendment become the Beneficial Owner of more than 15%
of the shares of Common Stock currently outstanding) the flexibility to acquire
beneficial ownership of additional shares of Common Stock representing up to 5%
of the shares of Common Stock currently outstanding without becoming an
Acquiring Person, instead of the limitation of up to 1% of the shares of Common
Stock currently outstanding that would apply in the absence of this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and in the Rights Agreement, the parties hereto, intending to
be legally bound, agree as follows:
1. The words "any Person who, as of the date hereof," which appear at
the beginning of clause (v) of Section 1(a) of the Rights Agreement
(in the definition of "Acquiring Person"), are hereby replaced by
the word "any Person, who, either as of the date hereof or as of
July 12, 2001,".
2. The term "Agreement" as used in the Rights Agreement shall be
deemed to refer to the Rights Agreement as amended by this
Amendment.
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3. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE APPLY UNDER APPLICABLE PRINCIPLES OF CONFLICT
OF LAWS THEREOF.
4. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together
shall constitute one and the same agreement.
5. This Amendment shall be effective as of the date hereof and,
subject to the changes effected hereby, the Rights Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, all as of the
date first above written.
MAXCOR FINANCIAL GROUP INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Chief Financial Officer
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY
By: /s/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
Vice President
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